No Disclosures Sample Clauses

No Disclosures. Except as authorized by this Agreement or applicable law, no Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party. Each Party shall make best efforts to protect the Confidential Information from unauthorized disclosures to any third party.
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No Disclosures. For the avoidance of doubt, an Indemnity Claim is not subject to any disclosures contained in the Disclosure Letter, and Indemnity Claims exist irrespective of any facts or matters being known to the Purchaser.
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No Disclosures. Each Party shall treat the contents of this Agreement and the transactions contemplated hereby as proprietary and confidential and shall make no disclosures with respect to such matters without the express written consent of the other Party. A Party may make disclosures to the extent they are required by applicable law provided the disclosing Party provides the non disclosing Party with as much notice as possible, and shall take all reasonable steps to preserve confidentiality as permitted by law. A Party may also make disclosures to its Affiliates or its professional representatives or consultants if such Affiliate, professional representative or consultant, as the case may be, agrees in writing to treat the disclosed information as proprietary and confidential.
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No Disclosures. The Recipient shall not, except in connection with the performance of its obligations under this Agreement, (a) use the Confidential Information or (b) disclose or permit to be disclosed the Confidential Information to any person, other than its representatives, without the prior consent of the Discloser. Before the Recipient shall disclose any Confidential Information to any of its representatives, it shall advise them of its obligations under this Article XVIII. To the extent that the Recipient is required by Law or by a Governmental Authority to disclose any Confidential Information, the Recipient shall seek appropriate protective and other available limiting orders. If the Discloser requests in writing that the Recipient return any Confidential Information to it that is not necessary or desirable for the performance of the Recipient's obligations under this Agreement, the Recipient shall promptly return such Confidential Information to the Discloser in the same physical form in which it was originally received, and shall not retain any copies thereof except as may be required by Law.
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No Disclosures. 6.1 Subject to the foregoing provisions of this Schedule, the Buyer shall be entitled to make a claim under this Schedule in respect of a Tax Liability or other amount notwithstanding that: (a) the Buyer had knowledge (whether actual constructive or implied) on or before Closing of (or the matter giving rise to) that Tax Liability or amount; or (b) such Tax liability or amount has been paid or discharged by a Group Company after Closing).
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No Disclosures. The parties acknowledge and agree that the negotiations and discussions between the parties with respect to this transaction have been confidential. None of CORrestore, either of the Members or Somanetics shall make any public disclosure or publicity release pertaining to the existence or subject matter of this Agreement without the consent of the other parties; provided, however, that the parties and their directors, officers, employees and agents shall be permitted to make such disclosures to the public, to stock exchanges, to The Nasdaq Stock Market or to governmental agencies as is reasonably deemed necessary to comply with any applicable securities laws or the policies of The Nasdaq Stock Market or other laws, and Somanetics shall be permitted to disclose the terms of this Agreement in its securities filings
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Related to No Disclosures

  • No Disclosure Provider acknowledges and agrees that it shall not make any re-disclosure of any Student Data or any portion thereof, including without limitation, user content or other non-public information and/or personally identifiable information contained in the Student Data other than as directed or permitted by the LEA or this DPA. This prohibition against disclosure shall not apply to aggregate summaries of De-Identified information, Student Data disclosed pursuant to a lawfully issued subpoena or other legal process, or to subprocessors performing services on behalf of the Provider pursuant to this DPA. Provider will not Sell Student Data to any third party.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Certain Disclosures So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.

  • Disclosures Vendor and TIPS affirms that he/she or any authorized employees or agents has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. • Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement.

  • Duty of Disclosure The Manager has an affirmative duty to disclose material facts to the Members. Information is considered material if there is a substantial likelihood that a reasonable Investor would consider it important in making an investment decision. The Manager must not make any untrue statements to the Members and must not omit disclosing any material facts to the Members. The Manager has a further duty to disclose conflicts of interest that may exist between the interests of the Manager and its Affiliates and the interests of the Company or any of the individual Members.

  • Information Disclosure We will disclose information to third parties about your account or the transactions you make: (1) when it is necessary for completing transactions, or (2) in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or (3) in order to comply with government agency or court orders, or (4) if you give us your written permission.

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Relationship to Other Disclosures The information in these Disclosures applies only to the Services described herein. Provisions in other disclosure documents, as may be revised from time to time, remain effective for all other aspects of the Account.

  • WHO WILL REVIEW THE INFORMATION DISCLOSED ON THE RELATIONSHIP DISCLOSURE FORM AND ANY UPDATES?

  • Other Disclosures The Contractor must notify Huron Valley Schools Administrator within 30 days of: (i) becoming aware that a change in the Contractor's ownership or officers has occurred or is certain to occur; or (ii) any changes to company affiliations.

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